UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB**

**(Mark One)**

**[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED June 30, 2001**

OR

**[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934**

**FOR THE TRANSITION PERIOD**From ________________ to _______________

Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Utah								870305395

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)T2P-0M2

(Zip Code)

(403) 269-5369

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for  such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13,
or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by
the court.  Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical
date.

Common stock, No par value ­ 21,502,300 shares as of August 8, 2001

Index

**Carmina Technologies Inc. and Subsidiaries**

****Part I. Financial Information

Item	1.    Interim financial statements (unaudited)

- Consolidated interim balance sheets ­ June 30, 2001

- Consolidated interim statements of income ­ three and six months ended June 30, 2001 and 2000

- Consolidated interim statements of cash flow ­ three and six months ended June 30, 2001 and 2000

- Notes to consolidated interim financial statements ­ June 30, 2001

Item	2.    Management's Plan of Operations



Part II. Other Information

Item	6.    Exhibits and Reports on Form 8-K



Signatures

**Part I. Financial Information**

****Item 1. ­ Interim Financial Statements

The following consolidated interim financial statements are filed as part of this report:

The Consolidated Interim Financial Statements of the Company for the three and six months ended June 30, 2001 have
been reviewed by BDO Dunwoody LLP, chartered accountants.

Item 2. ­ Management's Plan of Operation

During the second quarter of 2001 management of Carmina Technologies continued their discussions with Application
Service Providers (ASP) with a view to acquiring all or part ownership and initiated discussions with a private owned ASP
with a view to setting up a new ASP to be owned jointly by Carmina and the private company.



Development of the GateCommander internet appliance and related products proceeded on schedule during the first two
quarters.  Discussions with potential marketers are continuing.

During the next twelve months the Company plans to complete development of its GC2000 server appliances designed
for specific applications and to set up a new ASP as a joint venture.  The controlling shareholders of the Company have
indicated that the cash requirements for these projects and the acquisition of a part ownership in another ASP will be
provided through the exercise of warrants and options which  they hold.  No purchase of plant or significant equipment
nor changes in the number of employees is anticipated in the next twelve months.

**Part II. Other Information**

Item 6. ­ Exhibits and Reports on form 8-K

(a)	 No Exhibits

(b)	The Company filed a report on Form 8-K January 29, 2001 related to change in certifying accountants.  The
Company filed a report on Form 8-KA on March 23, 2001 related to change in certifying accountants.

Carmina Technologies Inc. 10-QSB (June 30, 2001)

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Carmina Technologies, Inc. (Registrant)

Dated: August 17, 2001 By /s/ John M. Alston, President****

**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARY**

**(A Development Stage Company)**

**CONSOLIDATED INTERIM FINANCIAL STATEMENTS**

**June 30, 2001 and June 30, 2000**



**C O N T E N T S**

Consolidated Interim Balance Sheets 	 3

Consolidated Interim Statements of Operations	 4

Consolidated Interim Statements of Comprehensive Loss	 5

Consolidated Interim Statements of Stockholders' Equity (Deficit)	 6

Consolidated Interim Statements of Cash Flows	 7

Notes to the Consolidated Interim Financial Statements	 8 - 14

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Balance Sheet

(Unaudited)

|                                                                                                                              |   | June 30, 2001 |   | December 31,
2000
|----------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | -----------------
|CURRENT ASSETS                                                                                                                |   |               |   |                  
|Cash                                                                                                                          | $ | 2,812         | $ | 2,796            
|Accounts receivable                                                                                                           |   | 47            |   | ­                
|Tax refund receivable                                                                                                         |   | 7,545         |   | 8,805            
|                                                                                                                              |   |               |   |                  
|Total Current Assets                                                                                                          |   | 10,404        |   | 11,601           
|                                                                                                                              |   |               |   |                  
|OTHER ASSETS                                                                                                                  |   |               |   |                  
|Due from related party (Note 1 (b))                                                                                           |   | ­             |   | 16,257           
|Advances (Note 1 (c))                                                                                                         |   | 200,462       |   | 26,664           
|Marketable securities (Note 1 (a))                                                                                            |   | 125,441       |   | 594,835          
|Securities receivable                                                                                                         |   | ­             |   | 20,204           
|                                                                                                                              |   |               |   |                  
|Total Other Assets                                                                                                            |   | 325,903       |   | 657,960          
|                                                                                                                              |   |               |   |                  
|PROPERTY AND EQUIPMENT                                                                                                        |   | 1,957         |   | 2,051            
|                                                                                                                              |   |               |   |                  
|TOTAL ASSETS                                                                                                                  | $ | 338,264       | $ | 671,612          
|                                                                                                                              |   |               |   |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                               
|                                                                                                                              |   |               |   |                  
|CURRENT LIABILITIES                                                                                                           |   |               |   |                  
|                                                                                                                              |   |               |   |                  
|Accounts payable                                                                                                              | $ | 78,528        | $ | 32,424           
|Due to related party (Note 1 (b))                                                                                             |   | 312,796       |   | 73,412           
|Accrued expenses                                                                                                              |   | 2,500         |   | 4,500            
|                                                                                                                              |   |               |   |                  
|Total Current Liabilities                                                                                                     |   | 393,824       |   | 110,336          
|                                                                                                                              |   |               |   |                  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                |   |               |   |                  
|                                                                                                                              |   |               |   |                  
|Common stock: 40,000,000 shares authorized no

par value, 21,502,300 shares and 20,502,300issued and outstanding respectively |   | 1,867,232     |   | 1,092,232        
|1,000,000 shares to be issued                                                                                                 |   | ­             |   | 625,000          
|Cumulative translation adjustment                                                                                             |   | (18,939)      |   | (17,722)         
|Deficit accumulated during the development stage                                                                              |   | (1,903,853)   |   | (1,138,234)      
|                                                                                                                              |   |               |   |                  
|Total Stockholders' Equity (Deficit)                                                                                          |   | (55,560)      |   | 561,276          
|                                                                                                                              |   |               |   |                  
|TOTAL LIABILITIES                                                                                                             |   |               |   |                  
|AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                            | $ | 338,264       | $ | 671,612          

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Operations

(Unaudited)

|                                      |      | For the Three Months Ended
June 30 |      | For the Six Months Ended

June 30 |   | From
Inception on
May 7, 99
through June
30, 2001
|------------------------------------- | ---- | ---------------------------------- | ---- | --------------------------------- | - | -------------------------------------------------
|2001                                  | 2000 | 2001                               | 2000
|REVENUES                              | $    | --                                 | $    | --                                | $ | --                                               
|                                      |      |                                    |      |                                   |   |                                                  
|COST OF GOODS SOLD                    |      | ­                                  |      | ­                                 |   | ­                                                
|                                      |      |                                    |      |                                   |   |                                                  
|GROSS PROFIT                          |      | ­                                  |      | ­                                 |   | ­                                                
|                                      |      |                                    |      |                                   |   |                                                  
|EXPENSES                              |      |                                    |      |                                   |   |                                                  
|                                      |      |                                    |      |                                   |   |                                                  
|General and administrative            |      | 61,201                             |      | 10,314                            |   | 122,974                                          
|Depreciation expense                  |      | 92                                 |      | ­                                 |   | 92                                               
|Research and development              |      | 31,896                             |      | 31,920                            |   | 45,058                                           
|Consulting fees                       |      | 9,796                              |      | ­                                 |   | 27,972                                           
|Management fees (Note 4)              |      | 40,000                             |      | 76,198                            |   | 80,000                                           
|                                      |      |                                    |      |                                   |   |                                                  
|Total Expenses                        |      | 142,985                            |      | 118,432                           |   | 276,096                                          
|                                      |      |                                    |      |                                   |   |                                                  
|LOSS FROM OPERATIONS                  |      | (142,985)                          |      | (118,432)                         |   | (276,096)                                        
|                                      |      |                                    |      |                                   |   |                                                  
|OTHER INCOME (EXPENSE)                |      |                                    |      |                                   |   |                                                  
|                                      |      |                                    |      |                                   |   |                                                  
|(Loss) on investment in affiliate     |      | ­                                  |      | (1,284)                           |   | ­                                                
|(Loss) on sale of investments         |      | ­                                  |      | (43,509)                          |   | ­                                                
|Gain on sale of investments           |      | ­                                  |      | ­                                 |   | ­                                                
|Unrealized gain (loss) on investments |      | 29,250                             |      | (100,666)                         |   | (489,375)                                        
|Interest income                       |      | 3                                  |      | ­                                 |   | 3                                                
|Interest expense                      |      | (151)                              |      | ­                                 |   | (151)                                            
|                                      |      |                                    |      |                                   |   |                                                  
|Total Other Income (Expense)          |      | 29,102                             |      | (145,459)                         |   | (489,523)                                        
|                                      |      |                                    |      |                                   |   |                                                  
|NET LOSS                              | $    | (113,883)                          | $    | (263,891)                         |   | (765,619)                                        
|                                      |      |                                    |      |                                   |   |                                                  
|BASIC AND DILUTED LOSS PER

SHARE     | $    | (0.005)                            | $    | (0.014)                           | $ | (0.036)                                          
|WEIGHTED AVERAGE # NUMBER             |      |                                    |      |                                   |   |                                                  
|OF SHARES OUTSTANDING                 |      | 21,502,300                         |      | 18,523,267                        |   | 21,502,300                                       

See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Comprehensive Loss

(Unaudited)

|                                  |      | For the Three Months Ended
June 30 |      | For the Six Months Ended June
30 |   | From
Inception on
May 7, 1999
through June
30, 2001
|--------------------------------- | ---- | ---------------------------------- | ---- | -------------------------------- | - | ---------------------------------------------------
|2001                              | 2000 | 2001                               | 2000
|NET LOSS                          | $    | (113,883)                          | $    | (263,891)                        | $ | (765,619)                                          
|                                  |      |                                    |      |                                  |   |                                                    
|OTHER COMPREHENSIVE LOSS          |      |                                    |      |                                  |   |                                                    
|Cumulative translation adjustment |      | (2,718)                            |      | ­                                |   | (1,217)                                            
|                                  |      |                                    |      |                                  |   |                                                    
|COMPREHENSIVE LOSS                | $    | (116,601)                          | $    | (263,891)                        | $ | (766,836)                                          



See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Stockholders' Equity (Deficit)

(Unaudited)

|                                                                                                | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage |   | Cumulative
Translation
Adjustment
|----------------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------
|Balance, December 31, 1999                                                                      | 9,300,000                             | $ | 407,406                                          | $ | (413,230)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Subscriptions for cash at $0.03 per share on February 8,
2000                                   | 1,279,221                             |   | 42,635                                           |   | --                               
|Subscriptions for marketable securities at $0.03 per share on
February 8, 2000                  | 1,420,779                             |   | 47,353                                           |   | --                               
|Issued on exercise of warrants for marketable securities at
$0.07 per share on February 8, 2000 | 4,000,000                             |   | 284,595                                          |   | ­                                
|                                                                                                | 16,000,000                            | $ | 781,989                                          | $ | (413,230)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Common stock issued in Recapitalization                                                         | 4,502,300                             |   | 3,243                                            |   | --                               
|Common stock issued at December 31, 2000 for $0.625 per
share                                   | 1,000,000                             |   | 625,000                                          |   | --                               
|Compensation expense on options issued to consultants
(Note 3 (b))                              | --                                    |   | 147,000                                          |   | --                               
|Services contributed by officers of the Company (Note 4)                                        | ­                                     |   | 160,000                                          |   | --                               
|Cumulative translation adjustment                                                               | ­                                     |   | ­                                                |   | ­                                
|Net loss for the twelve months ended December 31, 2000                                          | --                                    |   | --                                               |   | (725,004)                        
|Balance at December 31, 2000                                                                    | 21,502,300                            | $ | 1,717,232                                        | $ | (1,138,234)                      
|                                                                                                |                                       |   |                                                  |   |                                  
|Services contributed by officers of the Company (Note 4)                                        | ­                                     |   | 80,000                                           |   | --                               
|Compensation expense on options issued to consultants
(Note 3 (b))                              | ­                                     |   | 70,000                                           |   | --                               
|Cumulative translation adjustment                                                               | ­                                     |   | ­                                                |   | ­                                
|Net loss for the six months ended June 30, 2001                                                 | ­                                     |   | ­                                                |   | (765,619)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Balance at June 30, 2001                                                                        | 21,502,300                            | $ | 1,867,232                                        | $ | (1,903,853)                      

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Cash Flows

(Unaudited)

|                                                                            |      | For the Six Months Ended June 30, |   | From Inception on
May 7, 1999
through June 30,
2001
|--------------------------------------------------------------------------- | ---- | --------------------------------- | - | ---------------------------------------------------
|2001                                                                        | 2000
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |      |                                   |   |                                                    
|Net loss                                                                    | $    | (765,619)                         | $ | (374,212)                                          
|Adjustments to reconcile net loss to net cash used by operating activities:
|Depreciation                                                                |      | 92                                |   | ­                                                  
|Stock issued for services                                                   |      | ­                                 |   | ­                                                  
|Services contributed by officers (Note 4)                                   |      | 80,000                            |   | 80,000                                             
|Loss on sale of investments                                                 |      | ­                                 |   | ­                                                  
|Unrealized (gain) loss on securities                                        |      | 488,419                           |   | 64,308                                             
|Decrease in value of equity investment                                      |      | --­                               |   | 2,569                                              
|Compensation expense through                                                |      | 70,000                            |   | ­                                                  
|Sale of marketable securities                                               |      | ­                                 |   | 131,866                                            
|Purchase of marketable securities                                           |      | ­                                 |   | (302,745)                                          
|Changes in operating assets and liabilities:                                |      |                                   |   |                                                    
|(Increase) decrease in receivables                                          |      | 1,213                             |   | (11,264)                                           
|(Increase) decrease in prepaid expenses                                     |      | ­                                 |   | ­                                                  
|Increase (decrease) in accounts payable                                     |      | 44,104                            |   | 39,094                                             
|                                                                            |      |                                   |   |                                                    
|Net Cash Used by Operating Activities                                       |      | (81,791)                          |   | (370,384)                                          
|                                                                            |      |                                   |   |                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |      |                                   |   |                                                    
|Due from related party (Note 1 (b))                                         |      | 16,257                            |   | ­                                                  
|Advances (Note 1 (c))                                                       |      | (173,798)                         |   | ­                                                  
|Purchase of property and equipment                                          |      | ­                                 |   | (2,600)                                            
|Purchase of long-term investment                                            |      | ­                                 |   | ­                                                  
|Recapitalization                                                            |      | ­                                 |   | 374,584                                            
|                                                                            |      |                                   |   |                                                    
|Net Cash Used by Investing Activities                                       |      | (157,541)                         |   | 371,984                                            
|                                                                            |      |                                   |   |                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |      |                                   |   |                                                    
|Due to related party (Note 1 (b))                                           |      | 239,348                           |   | ­                                                  
|Issuance of common stock for cash                                           |      | ­                                 |   | ­                                                  
|                                                                            |      |                                   |   |                                                    
|Net Cash Provided by Financing Activities                                   |      | 239,348                           |   | ­                                                  
|                                                                            |      |                                   |   |                                                    
|NET INCREASE (DECREASE) IN CASH                                             |      | 16                                |   | 1,600                                              
|                                                                            |      |                                   |   |                                                    
|CASH AT BEGINNING OF PERIOD                                                 |      | 2,796                             |   | 3,417                                              
|                                                                            |      |                                   |   |                                                    
|CASH AT END OF PERIOD                                                       | $    | 2,812                             | $ | 5,017                                              

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated interim financial statements included herein have been prepared by the Company, without
audit, in accordance with accounting principles generally accepted in the United States and pursuant to the
rules and regulations of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction with the financial statements of Carmina
Technologies, Inc (formerly The Americas Mining Corporation) (a development stage company) and its wholly-owned subsidiary Carmina Canada, Inc. (formerly Rhonda Networks, Inc.) for the year ended December 31,
2000 and notes thereto included with the Company's Annual report on Form 10-KSB, as amended.  The
Company follows the same accounting principles in preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

a.)  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at June 30, 2001.  The
fair value of the Company's marketable securities is estimated based on quoted market prices for those
investments.  The fair value of Qnetix, Inc. marketable securities at June 30, 2001 was $24,191.

The Company also held 225,000 common shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.)
as trading securities at June 30, 2001. The fair value of Power Interactive Media Inc. marketable securities at
June 30, 2001 was $101,250.

Because the Company's marketable securities are classified as trading and reported at fair value, there is no
need to evaluate the securities for impairment

b.)  Due from (to) Related Party

Amounts are due from (to) a party related by virtue of being a shareholder of the Company.   These amounts
are unsecured, non-interest bearing with no terms of repayment.

c.)  Advances

Advances are to an unrelated company for which shares of the unrelated company will eventually be issued for
consideration.  The Company is in the process of negotiating the number of shares to be issued.  During the
six month period ended June 30, 2001 the Company has advanced $173,798.  Subsequent to the period end,
the Company advanced a further $8,136.  This investment will be accounted for at cost.



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.)  Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which requires companies to record derivatives as assets or liabilities, measured at fair market value.  Gains or
losses resulting from changes in the values of those derivatives would be accounted for depending on the use
of the derivative and whether it qualifies for hedge accounting.  The key criterion for hedge accounting is that
the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows.
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.  Historically, the
Company has not entered in derivative contracts for speculative purposes.  Accordingly, the adoption of the
new standard on January 1, 2001 did not materially affect the Company's consolidated financial statements.

The Company has adopted the provisions of SOP 98-1 "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use."  Management will begin to capitalize certain costs once the
preliminary project stage is completed and funding for the projects is probable.  The Company has expensed all
organization costs per the requirements of SOP 98-5 "Reporting the costs of Start Up Activities."

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, *Business
Combinations* (SFAS 141)*,* and No. 142, *Goodwill and Other Intangible Assets* (SFAS 142)*.*SFAS 141 requires
the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test
goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting
units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other
existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life.
An intangible asset with an indefinite useful life should be tested for impairment in accordance with the
guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001
to all goodwill and other intangible assets recognized at that date, regardless of when those assets were
initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The Company is also required to reassess the useful lives of other intangible
assets within the first interim quarter after adoption of SFAS 142.

Currently, the Company is assessing but has not yet determined how the adoption of SFAS 141 and SFAS 142
will impact its financial position and results of operations.



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 2 - GOING CONCERN

The Company's consolidated interim financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient to cover its operating costs and
to allow it to continue as a going concern.  It is the intent of the Company to continue in the development and
marketing of its Linux based GateCommander server appliance, GateCommander Scout and its Smart-Home
technology.  Additionally, the Company intends to market support services for these products and to act as a
reseller for other products which it feels are complimentary to the Company's goals.  Management's plans to
continue as a going concern include (1) raising additional capital through sales of common stock, the proceeds
of which would be used to market and develop the existing software and related rights, hiring of administrative,
sales and marketing personnel and (2) the use of stock options to pay for employee compensation and
marketing services.  However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing
and attain profitable operations.  The accompanying interim financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - WARRANTS AND OPTIONS

a.)  Warrants

Each warrant outstanding is exercisable for one common share, at an exercise price of $1 per warrant until

December 31, 2002.

A summary of the status of the Company's warrants as of December 31, 2001 and changes during the six
months ending June 30, 2001 are presented below:

|                                             |  | Warrants  |   | Weighted
Average
Exercise Price
|-------------------------------------------- |  | --------- | - | -------------------------------
|Outstanding and exercisable at June 30, 2001 |  | 1,000,000 | $ | 1.00                           



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 3 - WARRANTS AND OPTIONS (Continued)

a.)  Warrants (continued)



The warrants outstanding at period end were issued to a party related by virtue of being a shareholder in
conjunction with the 1,000,000 common shares issued on December 31, 2000.  The warrants that are vested at
June 30, 2001 are summarized as follows:

|               | Outstanding                          | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------------ | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding
at

June 30, 2001 | Weighted
Average
Exercise
Price             | Number
Exercisable
at

June 30,
|Range - $1.00  | 1,000,000                            | $1.00                                       | 1.5 years                      
|               | 1,000,000                            | $1.00                                       |                                

b.)  Options

Employees, Directors, and Officers

The Company applies Accounting Principles Board ("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for all stock option plans.  Under APB Option 25,
compensation cost is recognized for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the company to
provide proforma information regarding net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined in accordance with the fair value
based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued as of December 31, 2000 and changes during the
six months ending June 30, 2001 are presented below:

|                               | Options |   | Weighted
Average
Exercise
Price |       | Weighted
Average
Grant Date
Fair Value
|------------------------------ | ------- | - | ------------------------------- | ----- | --------------------------------------
|Outstanding, December 31, 2000 | 840,000 | $ | 0.10                            | $     | 0.03                                  
|Granted                        | --      |   | --                              |       | --                                    
|Expired/Cancelled              | ­       |   | ­                               |       | --                                    
|Exercised                      | --      |   | --                              |       | --                                    
|Outstanding, June 30, 2001     | 840,000 |   | 0.10                            |       | 0.03                                  
|Exercisable, June 30, 2001     | 420,000 | $ | 0.10                            | **$** | 0.03                                  

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.)  Options (continued)

The options to employees, directors and officers that are vested at June 30, 2001 are summarized as follows:

|               | Outstanding                          | Weighted
Average
Remaining
Contractual
Life | Exercisable                         
|-------------- | ------------------------------------ | ------------------------------------------- | ------------------------------------
|Exercise Price | Number
Outstanding at

June 30, 2001 | Weighted
Average
Exercise Price             | Number
Exercisable at

June 30, 2001
|Range - $0.10  | 840,000                              | $0.10                                       | 6.5 years                           
|               | 840,000                              | $0.10                                       |                                     

No compensation expense has been recorded for the options issued to employees, directors and officers.
There are no expected dividends.

During the period, no market existed for the shares.

Consultants

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company
to record  compensation costs for the Company's stock option plans and other stock awards to consultants
determined in accordance with the fair value based method prescribed in SFAS No. 123.  A summary of the
status of the Company's options issued to consultants as of December 31, 2000 and changes during the six
months ending June 30, 2001 are presented below:

|                                 | Options |   | Weighted
Average
Exercise
Price |   | Weighted
Average
Grant Date
Fair Value
|-------------------------------- | ------- | - | ------------------------------- | - | --------------------------------------
|Outstanding at December 31, 2000 | 850,000 | $ | 0.190                           | $ | 0.029                                 
|Granted                          | ­       |   | ­                               |   | ­                                     
|Expired/Cancelled                | ­       |   | ­                               |   | ­                                     
|Exercised                        | ­       |   | ­                               |   | ­                                     
|Outstanding at June 30, 2001     | 850,000 | $ | 0.190                           | $ | 0.029                                 
|Exercisable, June 30, 2001       | 425,000 | $ | 0.190                           | $ | 0.029                                 

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.)  Options (continued)

The options to consultants that are vested at June 30, 2001 are summarized as follows:

|               | Outstanding                          | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------------ | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding at

June 30, 2001 |                                             | Weighted
Average
Exercise
Price
|Range - $0.10  | 650,000                              | $                                           | 0.10                           
|Range - $0.50  | 200,000                              |                                             | 0.50                           
|               | 850,000                              | $                                           | 0.19                           

During the period, nil (2000 - 850,000) options were granted.  Compensation expense of $70,000 (2000 ­ $147,000)
has been recorded for options issued to consultants based on the value attributable to these options as described
above.  The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes
option pricing model using the following assumptions:  The U.S. Treasury rate for the period equal to the expected
life of the warrants (6.25%) was used as the risk-free interest rate.  The expected life of the options is ten years
since they expire on December 31, 2010.  The volatility used was 1% based upon the historical price per share of
shares sold.  There are no expected dividends

During the period, no market existed for the shares.

NOTE 4 - MANAGEMENT FEES

The Company has four officers which contribute about one half of their time to the Company.  The value of their
services is estimated at $40,000 per year for each officer.  For the six months ended June 30, 2001 the Company
has expensed $80,000 as management fees and showed the amount as services contributed to the Company on
the Consolidated Statement of Stockholders' Equity.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2001

(Unaudited)

NOTE 5 ­ STATEMENT OF CASH FLOWS

|                                                      |      | For the Three Months
Ended June 30 |        | For the Six Months Ended
June 30 |        | From
Inception on
May 7, 1999
through June
30, 2001
|----------------------------------------------------- | ---- | ---------------------------------- | ------ | -------------------------------- | ------ | ---------------------------------------------------
|2001                                                  | 2000 | 2001                               | 2000  
|CASH PAID FOR:                                        |      |                                    |        |                                  |        |                                                    
|Interest                                              | $    | 151                                | --     | $                                | 151    | --                                                 
|Income taxes                                          | $    | --                                 | --     | $                                | --     | --                                                 
|                                                      |      |                                    |        |                                  |        |                                                    
|NON-CASH INVESTING ACTIVITIES                         |      |                                    |        |                                  |        |                                                    
|Common stock issued for
  investment                  | $    | --                                 | --     | $                                | --     | 331,948                                            
|                                                      |      |                                    |        |                                  |        |                                                    
|NON-CASH FINANCING ACTIVITIES                         |      |                                    |        |                                  |        |                                                    
|Common stock issued for
  note                        | $    | --                                 | --     | $                                | ­      | ­                                                  
|Common stock issued for
  services                    | $    | --                                 | --     | $                                | --     | --                                                 
|Services contributed by
   officers of the Company    | $    | 40,000                             | 40,000 | $                                | 80,000 | 80,000                                             
|Compensation expense on
options issued to consultants | $    | 35,000                             | ­      | $                                | 70,000 | ­                                                  

**-----------------------------------------------------------------------------------**